AMENDED AND RESTATED BYLAWS

OF

MILL CREEK ESTATES

PROPERTY OWNERS ASSOCIATION, INC.

EFFECTIVE JULY 1, 2012

Article

General

S-CQL—I. Nome. The name of the corporation is Mill Creek Estates Property Owners Association, Inc. (hereinafter referred to as the "Association").

Membersbip. As provided in the Nonh Carolina Planned Community Act (N.C. Gen. Stat.

47F-1-IOI et seq.) [hereinafter referred to as the "Planned Community Act"], an Owner of a Lot shall become a Member of the Association upon takihg title to the Lot and shall remain a Member for the entire period of ownership. If title to a Lot is held by more than one person, the membership shall be shared in the same proportion as the title, but there shall be only one (I) membership and one (1) vote per Lot. Membership does not include persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate the Owner's membership, Membership shall be appurtenant to each Lot and shall be transferred automatically by conveyance of that Lot and may be transferred only in connection with the transfer of title.

Sggjjon 3. Voting. Each Lot shall be entitled to one (I) vote which may be cast in accordance with the terms herein. A vote may be cast by the Owner; by the holder of a life estate designated by the Owner to vote; by the beneficiary of the trust if the lot is part of the corpus Of the trust, if the beneficiary is residing at the lot, and if the tmstee has designated the beneficiary to vote; and by those given the authority to vote under a general or limited power Of attorney or under a voting trust; and shall be allocated as prm'ided in the Consolidated, Restated and Amended Declarations of Covenants, Conditions and Restrictions of Mill Creek Estates (hereinafter ''Declarations"). When more than one person owns a Lot, the vote for such Lot Shall be exercised as they between or among themselves determine, but in no event shall more than one (I) vote be cast with respect to any Lot. In the event of disagreement among such persons and an attempt by two or more of them to cast such vote or votes, such persons shall not be recognized and such vote or votes shall not be counted. The Board may prohibit any owner from voting, either in person or by proxy, or from being elected to the Board of Directors if such owner is shown on the books or management accounts Of the Association to be more than sixty (60) days delinquent in any payment due the Association. Ihe Association may require voting by written ballot.

Section 4. Maiority. As used in these Bylaws, for any vote of the membership held in accordance with or pursuant to the Declaration, the term "majority" shall :nean those votes, owners, or other group as the context may indicate totaling more than fifty percent (50%) of the total number of eligible votes, owners, or other groups. Unless otherwise specifically stated, the words "majority vote" shall mean more than fifty percent (50%) of the eligible votes of the Association represented at a meeting in person or by proxy. Unless otherwise provided in the Declarations or these Bylaws, all decisions shall be by majority vote.

SectionS. The Association shall have the responsibility of administering the Planned Community, establishing the means and methods of collecting the contributions to the common expenses, arranging for the management of the Planned Community, enforcing the Declarations and these Bylaws, and performing all of the other acts that may be required to be performed by the Association by the Planned Community Act and the

Declaration. The Association shall also amend and supplement the system of administration, the Declarations and

12

these Bylaws as may be required from time to time and perform all other things or acts required or permitted to the Association under the Planned Community Act. Except as to those matters which either the Planned Community Act, the Declarations, these Bylaws or the North Carolina Nonprofit Corporation Act specifically require to be performed by the vote of the Association, the administration of the foregoing responsibilities shall be performed by the Board of Directors, as is more particularly set forth below.

Artic!? 2

Definitions

Unless the context otherwise requires, terms as used in these Bylaws shall have the meanings as set forth below:

Association shall mean Mill Creek Estates Property Owners Association, Inc., a North Carolina non-profit Corporation, and its successors and assigns.

Sgg.tiQIL2. Bourd shall mean the Board of Directors or other governing body of the Association.

Bylaws shall mean the Bylaws of the Association, as created, supplemented, restated or amended and recorded.

Common Pit)perty shall mean roads, sewer and water systems, security systems, front gate, and installations and other property which is for the general use of all members in the community.

Section 5. mean the Declaration of Restrictive Covenants for all phases of Mill Creek Estates, as created, supplemented, or amended from time to time.

Mgeging Qf

Section l. Anqqal Meetings. The regular annual meeting of the members shall be held during the month of June, at a time and place designated by the Board of Directors.

Substitute Annual Meetings. If an Annual Meeting is not held on a day designated by these Bylaws, then a Substitute Annual meeting shall be galled in accordance with Sections 4 and 5 of this Article. A meeting so called shall be designated and treated for all purposes as an Annual Meeting.

Section 3. Special Meetingy. Special meetings of the members for any purpose may be called at any time by the President, and shall; be called upon the request of a majority of the Board of Directors, or upon the written request of Lot owners having ten percent (10%) of the votes in the Association.

Section 4. Notice of It shall be the duty of the Secretary to mail or to cause to be delivered to the Lot Owners a notice of each annual or special meeting of the Association at least ten (I O) days and not more than fifty (50) days prior to each annual or special meeting. The notice of any meeting must state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the Declaration or Bylaws, any budget changes, and any proposal to remove a director or officer. In the case of a Spec;al Meeting, the notice of the meeting shall state specifically the purpose or purposes for which the meeting was called. Notices shall be delivered personally or mailed to each Owner of record at his Lot; if any Owner wishes notice to be given at an address other than his Lot, the Owner shall designate by notice in writing to the Secretary such other address. The owner may authorize the delivery of notice by electronic means, The mailing or delivering of a notice ofmeeting in the manner provided in this Section shall be considered service of notice.

Seetion 5' Waiver of notice of a meeting of the Owners shall be deemed the equivalent of proper notice. Any Owner may, in writing, waive notice of any meeting of the Owners, either before or after such meeting. Attendance at a meeting by an Owner, whether in person or by proxy, shall be deemed waiver by such Owner of notice of the time, date, and place thereof, unless such Owner specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted thereat, unless objection to lack of notice is raised before the business, of which proper notice was not given, is put to a vote.

Segtion 6. The presence of Owners entitled to east one quarter (25%) of the eligible votes of the Association, in person or by proxy, shall constitute a quorum, unless some other quorum is required for a specific reason.

Ad iopnynent, Any meeting of the Owners may be adjourned from time to time by the President or Chairperson or by a vote of the Owners holding the majority of the votes represented at such meeting, regardless of whether a quorum is present. Any business which could be transacted properly at the original session of the meeting may be transacted at an adjourned session; and no additional notice of such adjourned session shall be required.

Sect!iop 8. !rmy. Any Member entitled to vote may do so by written proxy duly executed by the Member setting forth the meeting at which the proxy is valid. To be valid, a proxy must be filed with the Secretary prior to the opening of the meeting for which it is to be used and must be dated. No proxy shall be revocable except by written notice delivered to the Association before a meeting or, if at the meeting, to the person presiding.

SectiQQ 9. Vote by Wri!tep Ballot. In accordance with Section 55A-7-08 of the North Carolina Nonprofit Corporation Act, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the Association delivers by mail or otherwise a written ballot to every member entitled to vote on the matter.

SegEiQJL10.(latest edition) shall govern the conduct Of the meeting, when not in conflict with the Declarations, Articles of Incorporation, or these Bylaws.

rticle gf Directors

Section 1. The affairs of the Association shall be governed by a Board of Directors. The Board shall thereafter be composed of seven (7) directors. Each director shall be an Owner, or the spouse of an Owner of at least one Lot; provided, however, a husband and wife may not serve on the Board at the same time.

SggtiQD_2. Election and Teruk of Office. Directors shall be elected by vote of those persons present, by ballot, in person or by proxy, at the annual meeting, a quorum being present. Those persons receiving the most votes shall be elected to the number of positions to be filled. The term of office for directors shall be for three (3) years, commencing from the date of elections and continuing until the election of successors. Election of the directors shall be staggered such that three (3) directors shall be elected for a three (3) year term of office, and the following year two (2) directors shall be elected for a three (3) year term of office, and the following year two (2) directors shall be elected for a three (3) year term of office, all successors being elected at the annual meeting.

Sgg-tiOL-Z. Nomination. Nominations for election to the Board of Directors may be made by a Nominating Committee consisting of a Chairperson, who shall be a member of the Board, and at least two (2) members of the Association. The Nominating Committee shall be appointed by the Board prior to each annual meeting of the members to serve from the close of the annual meeting until the close of the next annual meeting, and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall, in its discretion, determine; however, in no event shall the nominations be less than the number of vacancies. Nominations may also be made by write-ins on the ballot.

sectiQQ 4. At any regular or special meeting of the Association duly called at which a quorum is present, any one or more of the members of the Board of Directors may be removed, with or without cause, by at least a sixty-seven percent (67%) vote of all persons present and entitled to vote at such meeting and a successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed by the Members shall be given at least ten (10) days' notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting. Additionally, any member of the Board of Directors who has been absent without an excuse from three (3) consecutive Board meetings may be removed from the Board by the vote of a majority of the Board members present at a Board meeting, a quorum being had.

SectiQ!1 5. Vacancies. Vacancies in the Board of Directors caused by any reason, other than the tvmoval of a director by a vote of the Association, shall be filled by a vote of the majority of the remaining directors, even though less than a quorum, at any meeting of the Board of Directors. Each person so selected shall serve until a successor shall be elected at the next annual meeting of the Association.

Cempensatioq. No Member of the Board shall receive any compensation from the Association for acting as such', provided, however, each Director, upon approval of the Board, shall be reimbursed for reasonable out-of-pocket expense incurred and paid by him on behalf of the Association, and nothing herein shall prohibit the Association from compensating a Director for unusual and extraordinary services rendered to the extent authorized by the Members of the Association at any meeting called for that purpose; further provided, each Director, by assuming office, waives his right to institute suit against or make claim upon the Association for compensation.

The first meeting of a newly elected Board shall be held within ten (10) days of election at such time and place as may be determined by the directors.

E.pgular Meetings. Meetings of the Board or Directors shall be held regularly at such and place as shall be determined from time to time by the Board. Thereshall of six (6) meetingsOf the Board of Directors per year. Meetings of the Board may be held via conference call as long as all directors attending can hear each other.

Section 9. Special Meeiing*. Special Meetings Of the Board of Directors may be called by the President on two (2) days' notice to each director given by mail, electronic mail, in person or by telephone, which notice shall state the time, place, and pmvose of the meeting. Special meetings of the Board of Directors shall be called by the Vice President, Seclet.ary, or Treasurer in like manner and on like notice on the written request of at least two (2) directors.

SggtiQD_IQ. Waiver of Notice. Any director may, at any time, {n writing, waive notice of any meeting

of the Board of Directors, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Board of Directors shall also constitute a waiver of notice by him of the time and

•

place of such meeting. If all directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting.

Section-I-I. Conduc! of Meetings. The President shall preside over all meetings of the Board of

Directors, and the Secretary shall keep a minute book recording therein all resolutions adopted by the Board of

Directors and a record of all transactions and proceedings occurring at such meetings. Robert's Rules Of. Qrder Newly Revised In Brief (latest edition) shall govern the conduct of the meetings of the Board of Directors when not in conflict with the Planned Community Act, the Declarations, the Articles of Incorporation, and these Bylaws. A majority of directors shall constitute a quorum for the transaction of business. A decision of the Board of Directors shall be by a majority of those directors present at the duly called meeting. The President may vote.

$eg!ion 12, A#ioq Without a Meeting. Any action by the Board of Directors required or permitted to be taken at any meeting may be taken without a meeting if all of the members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the Board of Directors. Any action taken without a meeting must be unanimously agreed upon by the Board and written consent to the action by all Directors must be filed with the minutes of the Board of Directors.

Pmyg•s gnd Duties. The Board of Directors shall manage the affairs of the Association and shall have all the powers and duties necessary for the administration of the Planned Community and may do all such acts and things as are not by the Declarations, Articles of Incorporation, or these Bylaws directed to be done and exercised exclusively by the Association Members. The Board shall have thc power to adopt, modify, and repeal such reasonable rules and regulations as it deems necessary and appropriate for the governance of the Planned Community or the administration of the affairs of the Association and to impose sanctions for violations thereof, including, without limitation, monetary fines. Such powers and duties shall include but not be limited to:

(a)Adopt and amend Rules and Regulations;

(b)Adopt and amend budgets for revenues, expenditures, and reserves,

Collect assessments for common expenses for Lot Owners;

(d)Hire and terminate managing agents and other employees, agents, and independent contractors;

(e)Institute, defend, or intervene in its own name in litigation or administrative proceedings on matters affeeting the Planned Community;

(f)Make contracts, open bank accounts, and incur liabilities;

(g)Regulate the use, maintenance, repair, replacement, and modification of common elements;

(h)Impose charges for late payment of assessments and, after notice and an opportunity to be heard, levy reasonable fines not to exceed One Hundred Dollars ($100.00) per violation (on a daily basis for continuing violations) of the Declaration, Bylaws, and Rules and Regulations of the Association pursuant to Section 47F„3-107. I of the Planned Community Act;

(i)Impose reasonable charges for the preparation and recordation of amendments to the Declaration or statements of unpaid assessments;

(j)Provide for the indemnification of and maintain liability insurance for its officers, directors, employees and agents;

(k)Prepare, execute, certify and record amendments to the Declaration and Bylaws on behalf of the Association;

Exercise any other powers conferred by the Deelarations or Bylaws;

(m)Exercise all other powers that may be exercised in this State by nonprofit corporations; and

(n)Exercise any other powers necessary and proper for the governance and operation of the Association.

Section 15. M*pqeemept Agent. The Board of Directors may employ for the Planned Community a professional management agent or agents, at a compensation established by the Board of Directors, to perform such duties and services as the Board of Directors shall authorize. Any management contract shall contain a termination clause permitting termination without cause and without penalty, upon no more than thirty (30) days written notice.

Architectural Standard}. The Board may establish an Architectural Review Committee for the purpose of establishing and maintaining architectillal standards on Planned Community property, as hereinafter provided.

SggliQJL.LZ. Additional Commitww. The Board may establish such other committees as it deems desirable.

Section 18. Committee Chairpersop9 and Members. The Board shall elect the chairperson and approve the members of each committee established.

Qfficers

Section I. Designation. The officers of the Association shall consist of a President, a Secretary, a Treasurer, and such Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board may from time to time elect. The President, Vice Presidents, Secretaty and Treasurer shall be members of the Board.

SegtiQP 2. Officers. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board following each annual meeting of the members and shall hold office at the pleasure of the Board of Directors and until a successor is elected.

Section 3. Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and a successor may be elected.

President. The President shall be the chief executive officer of the Association and shall preside at all meetings Of the Members and of the Board of Directors. The President shall have all the general powers and duties which ate incident to the office of the president of a corporation organized under the North Carolina Nonprofit Corporation Act.

12

Section 5. The Vice Presidents, if any, in the order of their election, unless otherwise determined by the Board shall act in the President's absence and shall have all powers, duties, and responsibilities provided for the President when so acting.

Section The Secretary shall keep the minutes of all meetings of the members and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct and shall, in general, perform all duties incident to the office of the secretary of a corporation organized in accordance with North Carolina law.

Section 7. Treasurer. The Treasurer shall have the responsibility for the Association's funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Association or the managing agent in such depositories as may from time to time be designated by the Board of Directors, Furthermore, the Treasurer shall cause an annual audit or review Of the Association's books as directed by the Board or the Association pursuant to Article IX, Section 6 of these Bylaws.

Sggtion 8. *mepdmepts to Declaration and Bylaws. The Board of Directors shall prepare and the President shall execute, certify, and record amendments to the Declarations and Bylaws on behalf of the Association. The Secretary shall attest to such 9,xeeution and certification.

cf Qffiggrs and Piregncs

The Association shall indemnify every officer and director against any and all expenses, including legal fees, reasonably incurred by or imposed upon such officer or director in connection with any action, suit, or other proceeding (including settlement of any such action, suit, or proceeding, if approved by the then Board of Directors) to which he or she may be made a party by reason of being or having been an officer or director, whether or not such person is an officer or director at the time such expenses are incurred. The officers and directors shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance or malfeasance. The officers and directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the Association), and the Association shall indemnify and forever hold each such officer and director free and harmless against any and alt liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director, or former officer or director, may be entitled. The Association shall, as a common expense, maintain adequate general liability and, if obtainable, officers' and directorst liability insurance to fund this obligation, and the insurance shall be written as provided in the Declarations.

article 7

Miscellaneeus

Unless otherwise provided in these Bylaws, all notices, demands, bills, statements, or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States mail, first class postage prepaid:

(a)if to a Lot Oyyner, at the address which the Lot Owner has designated in writing and filed with the

Secretary, or, if no such address has been designated, at the address of the Lot of such Owner; or

(b)if to the Association, the Board of Directors, or the managing agent, at the principal office of the Association or the managing agent, if any, or at such other address as shall be designated in accordance with subsection (a) hereof.

Severability. The invalidity of any part of the Declaration or these Bylaws shall not impair or affect in any manner the validity, enforceability, or effect of the balance of the Declaration or these Bylaws.

Segtion 3. Caption\. The captions herein are inserted only as a rnatter of convenience and for reference and in no way define, limit, or describe the scope of the Declaration or these Bylaws or the intent of any provision thereof.

Section 4, Gender and Grammar. The use of the masculine gender in the Declaration or these Bylaws shall be deemed to include the feminine gender, and the use of the singular shall be deemed to include the plural, whenever the context so requires.

Fiscql Yem•. The fiscal year shall be May I through April 30 unless changed by resolution of the Board of Directors.

Section 6. Audit. A review of the accounts of the Association shall be made annually in the manner directed by the Board and the results shall be communicated to each of the members. However, after having received the Board's review at the annual meeting, the Owners may, by a majority of the total Association vote, require that the accounts of the Association be audited as a common expense by an independent accountant or certified public accountant.

Section 7. Conflicts. In the event of conflicts between the North Carolina Planned Community Act, the Declaration, these Bylaws, and Board Resolutions, the Planned Community Act, the Declaration, the Bylaws and Board Resolutions shall control, in that order.

Segtign_3. Amendment. These Bylaws may be amended by the affirmative vote, written consent, or any combination of affirmative vote and written consent of the members holding a majority of the total votes entitled to be cast on the amendment. Notice of any meeting at which an amendment will be considered shall state that fact and the subject matter of the proposed amendment.

8K: CRP P43

PG: 32-53

RECORDED

2025001084

NC FEE $54 OO

02-25-2025

MACON COUNTY, NC

PM

TODD RABY

BY TODD RABY

REGISTER

REGISTER OF DEEDS

DOCUMENT COVER SHEET

Document Title(s) (or transactions contained therein): 4 < M Creek

Grantor/Trustor/Mortgagor(s)

Granteeffrustee/Mortgagee(s)

Document Prepared By:

h/ T4 ɯ/_ 1<4/"erne

Return Original Document to:

Return after recording to: Allen, Stahl & Kilbourne, PLI .C,

20 Town Mountain Road, Ste 100, Asheville. NC

Reference Book F-12, Page 165

Book M-16, Page I -SO

Book 7, Page 7

Book K- 1 7, Paoe 4 14

Book C- 1 8. Page 525

Book M-18, Page 1 89

Book N- 1 9. Page 1 81 9 1300k Q- 1 8. Page 483

Book (J-1 9. Page 1908 Book X-19, Page .5_S7

Book A-43, Page 1723

Book 0-20. Page 2171

Book Page 714

Book V - o o Page 1 307

Book L-23, Page 1 70

Book 0-31 Page 1833

Book Page 2025

Book E-24_ Page

STATE OF NORTH CAROLINA

COUNTY OF MACON

CONSOLIDATED AMENDED AND RESTATED DECLARATION OF RESTRICTIVE COVENANTS FOR MILL CREEK ESTATES, PHASES 1, 11, AND I l l

This CONSOLIDATED AMENDED AND

RESTRIC'"I'IVE COVENAN'I'S FOR MILL CREEK

SUBJECTION OF PROPER'I'Y TO THE NORTH CAROLINA PLANNED COMMUNI"I'Y AC'I' ("Consolidated Amended and Restated Declaration") is made this, 2025, by and between Mill Creek Estates Property Owners Association, Inc., a North Carolina nonprofit corporation (hereinafter, "Association") and the ()wners of Lots in the Mill Creek Estates Subdivision, Phases Il, and Ill. This Consolidated Amended and Restated Declaration replaces in its entirety all previous versions ol' any Declaration pertaining to Phases l. ll. and Ill of the Mill

Creek Subdivision.

WITNESSETH:

WHEREAS. on or about Septetnber I l, 1978. Mill Creek Properties, a Carolina Partnership ("Original Declarant"), began developing certain real property, located in

Cartoogechaye '[ownship, Macon County, North Carolina as a subdivision krunvn as Mill Creek

1

Estates: and

WHEREAS, on July 10, 1986. ()riginal Declarant conveyed those unsold portions of the real property being developed to Mill Creek Golf Club of Franklin, Inc., a North Carolina Corporation ("Successor [)eclarant) by a deed recorded at Book X- 16, Page 203, Macon County Registry; and

WHEREAS, the real property that is suhject to this Consolidated Amended and Restated Declaration was developed in three (3) phases as föllows:

PHASE l:

On September I l , 1978, Original Declarant subjected certain property to a l)eclaration o t'

Restrictive Covenants Mill Creek Properties ("Phase I Declaration"), recorded at Book 12, Page 165. Macon County Registry, with the subjected property being shown as Phase l, Section I of Mill Creek, as shown on a plat recorded at Plat Cabinet l , Slide 141 , Page 4, Macon County Registry and consisting of Lots I 57, and Phase l , Section 2, as shown on a plat recorded at Plat Cabinet l , Slide 141, Page 5, Macon County' Registry, and consisting of' Lots 1-29.

PHASE Il:

On August 16, 1985. Original Declarant subjected certain property to a Declaration of

Restrictive Covenants Mill Creek Properties ("Phase Il l)eclaration"), recorded at Book

M-16, Page 150, Macon County Registry, with the subjected property being shown as Phase Il, Section I, on a plat recorded at Plat Cabinet l , Slide 349, Page 7, Macon County Registry, and consisting of Lots I 35.

On January 7, 1987. Successor Declarant recorded a First Alnendment to Declaration of

Restrictive Covenants, Mill Creek Properties, Phase Il, ("First Phase Il Amendment") at Book D-17, Page 7, Macon County Registry

On August 6. 1987, Successor Declarant recorded an Addendum to Declaration of Restrictive Covenants för Mill Creek Properties. Phase I l ("First Phase 'I lwo Addendum"). at Book K-17. Page 4 1 4, Macon County Registry'. which subjected additional property to the Phase Il Declaration, with the subjected property being shown as Phase 2. Section 2. on a plat recorded at Plat Cabinet l , Card 121, and consisting of Lots 26 — 39.

On December 20, 1988, Successor Declarant recorded a Second Amendtnent to I)eclaration of Restrictive Covenants, Mill Creek Properties. Phase [l. ("Second Phase I l Amendment"), at Book C-1 8, Page 525, Macon County Registry.

On November 6, 1988, Successor Declarant recorded a Second Addendum to Declaration of Restrictive Covenants för Mill Creek Properties, Phase Il ("Second Phase I l Addendum"), at Book M-18, Page 189, Macon County Registry, which subjected additional property to the Phase Il Declaration, with the subjected property being shown as Phase 2, Section 3. on a plat recorded at Plat Cabinet l , Card 651, and consisting of' Lots

On June 26, 1992, Successor Declarant recorded a Third Amendment to Declaration of Restrictive Covenants för Mill Creek Properties, Phase Il ( •Clhird Phase Il Amendment"). recorded at Book N-19, Page 1819, Macon County Registry, which subjected additional property to the Phase Il Declaration, with the subjected property being shown as Phase 2. Section IV, on a plat recorded at Plat Cabinet l . Card 1 1 81, and consisting of Lots 48-61 .

PHASE Ill

On April 4, 1990, Successor Declarant subjected certain property to a Declaration of

Restrictive Covenants Mill Creek Estates Phase Ill ("Phase Ill Declaration"). recorded at

2

Book Q-18, Page 483, Macon County' Registry with the suhjected property being shown as Phase Ill, Section I, on a plat recorded at Plat Cabinet l . Card 720, Macon County Registry. and consisting of Lots I — l l . with said plat revised at Plat Cabinet l . Card 1308, Macon County Registry.

On February 24, 1993, Successor Declarant recorded a First Amendment to Declaration of Restrictive Covenants Mill Creek Properties. Phase Ill, at Book 19, Page 1908. Macon County Registry.

May 14, 1993, Successor Declarant recorded a Revised and Restated Declaration of

Restrictive Covenants Mill Creek Estates ("First Phase Ill Atnendment"), recorded at Book X-19, Page 557, which subjected additional property to the Phase Ill Declaration, with the subjected property being shown as Phase Ill, Section 2, on a plat recorded at Plat Cabinet

l . Card 1351, Macon County' Registry and consisting of Lots 3 1 — 51.

(_)n March 27, 2024, the Association recorded an Acknowledgement of Annexation and Subjection to Declaration of Restrictive Covenants Mill Creek Estates Phase Ill, at Book A-43, Page 1723. annexing the property as shown on that plat recorded at Plat Cabinet 4, Card 5005, Macon County Registry, and being further described as Phase Ill, Section 2.

WHEREAS, on October l l . 1977. ()riginal [Declarant incorporated Mill Creek Estates Property Owners' Association, Inc. ("Association") with the North Carolina Secretary of State tor the purpose of promoting and developing "the common good and social welfare of' property owners in the residential development known as Phase I, Mill Creek Estates [and consisting of 145 residential lots]; and

WHEREAS, on March 6. 1986. Original Declarant incorporated Mill Creek Estates. Phase [l, Owners' Association, [ne. with the North Carolina Secretary of State, för the purpose of administering the affairs of the residential development known as Mill Creek Estates. Phase Il; and

WHEREAS, the Original Declarant's and the Successor Declarant's recording of separate and stand-alone declarations created three (3) separate subdivisions, each being a phase of the larger Mill Creek Estates development, and each requiring an independent property owner association to administer its affäirs; and

WHEREAS, the Original Declarant's intent to create three (3) separate subdivisions is evidenced by Original Declarant incorporating and independent property owners association tör Phase I and Phase Il, notwithstanding the fact that Successor Developer failed to create an independent property owners association iör Phase Ill: and

WHEREAS, notwithstanding the fact that Phase l, Phase Il, and Phase Ill were created as independent subdivisions each requiring a separate property owners association, the Association has made various attempts to combine all three (3) phases under one declaration by recording the following documents styled as and purported to be amendments to or restatements of the Phase I, Phase Il, and Phase [Il Declarations, respectively:

On September 21, 1994, the Association recorded an Amendment to and Restatement of Declaration of Restrictive Covenants Applicable to Portion of the Property Know-n as Mill Creek Estates at Book 0-20, Page 2171 , Macon County Registry.

On August 14, 1995, the Association recorded an Amendment to Restated Declaration of Covenants and Restrictions Applicable to Portions of the Property Known as Mill Creek Estates, at Book Z-20, Page 714, Macon County Registry.

On September 30, 1998, the Association recorded an Amendment to the Restated Declaration of Covenants. and Restrictions Applicable to Portions of the Property Known as Mill Creek Estates at Book V-22, Page 1307. Macon County Registry.

3

On July 28, 1999, the Association recorded an Amendment to and Restatement of

Declaration of Restrictive Covenants Applicable to Portions ofthe Property Known as Mill

Creek Estates, at Deed Book L-23, Page 170. Macon County Registry; and

On August 3, 2007, the Association, Inc. recorded an Amendment to and Restatement ol' Declaration of Restrictive Covenants Applicable to Portions of the Property Known as Mill Creek Estates. Phases l, ll. & Ill, at Deed Book 0-31. Page 1 833, Macon County Registry.

On October l . 2013, the Association recorded an Amendment and Restatement ol' Declaration of Restrictive Covenants Applicable to the Property Known as Mill Creek Estates Phases l , ll. & Ill. at Deed Book W-35, 2025 Macon County .

On September 28, 2000, May 21, 2010, the Association recorded an Agreement of Annexation and Restrictive Covenants, at Book E-24, Page 2402 that purported to annexed certain property as described in Book Y-23, Page 1 86, Macon County Registry, consisting of .24 acres, immediately adjacent to Lots 28 and 29 of Mill Creek Estates Phase I. Section l .

WHEREAS, due to the intent of the Original Declarant to create three (3) separate phases. each with independent homeowner associations, and the present uncertainty regarding the authority of the Association over the affäirs of Phase 2 and Phase 3, the owners of Phase l , Phase 2, and Phase 3 do hereby desire to resolve any doubt or ambiguity regarding the authority of the Association by approving this Consolidated Amended and Restated Declaration: and

WHEREAS, Paragraph 25 ofthe Phase l, Phase Il, and Phase Ill Declarations provide that those declarations may be amended upon the approval of the owners of a majority of lots in each of those Phases, and inasmuch as the Phase I, Phase Il, and Phase Ill Declarations were recorded prior to the January l . 1999. the effective date of the N.C.G.S. Chapter 47 F, each of those Declarations may' be amended by a maiority vote of the Lot Owners; and

WHEREAS, at least a muiority of the Owners of Lots subject to the Phase I Declaration, the Phase Il, Declaration, and the Phase Ill Declaration have voted to amend the Phase I Declaration, the Phase [I Declaration, and the Phase Ill Declarations, in order to subject all Lots previously subjected to the Phase l, Phase Il, and Phase Ill Declarations to this Consolidated Amended and Restated Declaration and in so doing, said Lot Owners do hereby delegate any and all authority to manage the affairs of Phase I. Phase Il, and Phase Ill to the Association, and recognize and acknowledge the clear authority of the Association to conduct those affhirs, including but not limited to the maintenance, repair and replacement of the Common Elements, collecting assessments sufficient to accomplish the maintenance, repair. and replacement of the Common Elements. and to enforce any and all provisions contained within this Consolidated

Amended and Restated Declaration; and

WHEREAS, the Owners of Lots suhiect to the Phase I Declaration, Phase Il I)eclaration. and Phase Ill Declaration, do intend and agree that the covenants, conditions, and restrictions contained with this Consolidated Amended and Restated Declaration shall apply to all present and future Owners of Lots formerly suhject to the Phase I, Phase Il, and Phase [Il as of the date of its recordation with the Macon County Registry and shall supersede and replace in its entirety all previous versions of the Phase I Declaration, Phase Il Declaration, and Phase Ill Declaration and any amendments thereto.

NOW THEREFORE, in consideration of these premises. and the mutual covenants and conditions contained therein, including the mutual advantage and benefit to Owners of Lots in connection with the ownership of property within a restricted subdivision having a uniform general scheme of development, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Consolidated Amended and Restated Declaration of Restrictive Covenants for Mill Creek Estates, Phases Il. and Ill agree that it shall supersede and replace in its entirety all previous versions of the Phase I Declaration, Phase Il [)eclaration,

4

and Phase Ill Declaration, as all have been subsequently amended. and all of which shall be stricken and replaced as follows:

ARTICLE 1

Adoption of North Carolina Planned Community Act

Section 1.1. The North Carolina Planned Community Act (N.C. Gen. Stat. "47F- l -101 et seq.) shall apply to and govern through its provisions the Planned ConMnunity known as Mill Creek Estates, Phases 1, Il, and Ill.

Section 1 .2. The North Carolina Planned Community Act shall apply to and govern through its provisions the Mill Creek Estates Property Owners' Association, Inc., which is the association of Lot Owners for the Planned Community.

ARTICLE 2

Description of Planned Community

Section 2.1. Name. The name of the planned community is MILL CREEK ESTATES PHASES l, Il, and Ill (sometimes referred to herein as "Planned Cormnunity•• or "Subdivision").

Section 2.2. Location. The Planned Community is located in Macon County, North Carolina. The Planned Community is that real property submitted to and controlled by the Planned Community Act, as shown on the following plats recorded with the Macon County Registry: Plat

Cabinet l , Slide 141, Page 4; Plat Cabinet l , Slide 141, Page 5; Plat Cabinet l , Slide 349. Page 7; Plat Cabinet l , Card I l l ; Plat Cabinet l , Card 615; Plat Cabinet l, Card 1 1 81 : Plat Cabinet l .

Card 720: Plat Cabinet l , Card 1308; Plat Cabinet Card 1351 ; and Plat Cabinet 4. Card 5005

ARTICLE 3

Definitions

In accordance with Section 47F-l-103 of the Planned Community Act and unless specifically provided otherwise or the context otherwise requires, the föllowing terms as used in this Consolidated Amended and Restated Declaration for this Planned Community shall have the following meanings:

Section 3.1. Act shall mean and refer to the North Carolina Planned Community Act as set forth and contained in Chapter 47F of the North Carolina General Statutes as may be amended from time-to-time.

Section 3.2. Architectural Committee Standards for Design and Construction shall mean those architectural guidelines promulgated by the Board or the ACC to provide guidance to the Board or to the ACC in rendering architectural review.

Section 3.3. Architectural Control Committee or ACC means the committee appointed by the Association* s Board as described in Article 6 of this Consolidated Amended and Restated Declaration.

Section 3.4. Assessments means and refers to all sums levied by the Association against any Lot and its Owners as common expense liabilities. special assessments. specific assessments, fines, late charges, interest. and attorney fZ•es as set forth in this Consolidated Amended and Restated Declaration.

Section 3.5. Association shall mean and refer to Mill Creek Estates Property Owners Association. Inc., a nonprofit corporation organized under the laws of the State of North Carolina, its successors, and assigns.

5

Section 3.6. Board or Board of Directors means the governing body on behalf of and the Association designated as the Executive Board in Section 47F-103( 13) of the Act.

Section 3.7. Bylaws means the Bylaws of the Mill Creek Estates Property Owners • Association, Inc, and any amendments thereto.

Section 3.8. Common Elements shall mean and refer to: i) the entrance area and the entrance gate to Mill Creek Estates, Phases l, Il and Ill; ii) all private roads as shown on the Plats: iii) the water system; iv) the sewer system; v) green space and open areas; vi) any other property designated as such by the Association or this Consolidated Amended and Restated Declaration: and vii) any real estate owned by the Association other than a Lot.

Section 3.9. Common Expenses mean expenditures made by or financial liabilities incurred for the operation of or connected in any way with the administration of the Planned Community. These include:

(a)Expenses of administration, maintenance. repair. or replacement of the common elements;

(b) Expenses defined, referred to, or declared to he common expenses by the Documents or by the Act;

(c)Expenses agreed upon as common expenses by the Association;

(d) Such reasonable reserves as may be established or allocated by the Association, whether held in trust or by the Association, iör repair, replacement. or addition to the common elements or any other real or personal property acquired or held by the Association; and

(e)Expenses levied against or which may be allocated to any particular Lot and Lot Owner för fines, late charges, interests, costs of' collection, and attorneys fees.

Section 3.10. Common Expense Liability means the liability för common expenses allocated to each Lot as permitted by the Act, this Consolidated Amended and Restated Declaration, the BY'laws or otherwise by the law.

Section 3.1 1 . Directors or Board of Directors shall mean and refer to the duly elected member or members of the Board of Directors.

Section 3.12. Documents mean the Consolidated Amended and Restated Declaration. Plats and Deeds recorded and filed for real property making up the Planned Community, the Articles of Incorporation of Mill Creek Estates Property ()wners' Association, Inc.. the Bylaws, any Architectural Guidelines adopted by the Association and any rules and regulations as may' be promulgated or amended from time to time. Any exhibit, schedule, or certification accompanying a Document is part of that Document.

Section 3.13. Lot shall mean and refer to any parcel of land within the Subdivision as shown on the recorded Plats designated for separate ownership or occupancy by an owner.

Section 3.14. Owner shall mean a person or legal entity who owns fee simple title to any Lot but does not include persons or entities having an interest in a Lot solely as security för the performance of an obligation.

Section 3.1 5. Member shall mean any owner or owners of a Lot within the Subdivision who shall also then be a member of the Association for such period ofownership. Ifa Lot is owned by more than one person, then such persons collectively shall be the Member and shall be entitled

6

to only one vote.

Section 3.16. Majority of the Total Votes in the Association means fifty percent (50%) of the Lot Owners entitled to vote, plus one vote.

Section 3.17. Notice and Opportunity to be Heard shall mean the right of a Lot Owner to receive notice of an action proposed to be taken by or on behalf of the Association and the right for an opportunity to be heard thereon. The procedures for such notice and opportunity to be heard are set forth in Article 1 3 of this Consolidated Amended and Restated Declaration and Section 47F-3-107.l ofthe Act.

Section 3.18. Officer shall mean those individuals who are elected by the Board to serve as officers of the Association to include President, Vice President, Secretary, 'Treasurer and such other support and offices as the Board may determine necessary.

Section 3.19. Person shall mean a natural person, corporation, business. trust, estate. partnership, association, joint venture, government, government subdivision or agency or other legal or commercial entity.

Section 3.20. Planned Community shall mean real estate with respect to which any person, by virtue ofthat person's ownership of a lot. is expressly obligated by a declaration to pay real property taxes, insurance premiums, or other expenses to maintain, improve, or benefit other lots or other real estate described in the declaration.

Section 3.21. Plats shall mean and refer to those plats recorded with the Macon County Registry as follows: Plat Cabinet l , Slide 141, Page 4; Plat Cabinet l , Slide 141. Page 5: Plat Cabinet l , Slide 349, Page 7; Plat Cabinet l , Card I I l : Plat Cabinet l , Card 615; Plat Cabinet l , Card Plat Cabinet l , Card 720; Plat Cabinet l , Card 1308; Plat Cabinet l , Card 135 1; and

Plat Cabinet 4, Card 5005

Section 3.22. Reasonable Attorney's Fees shall mean attorney's fees reasonably incurred without regard to any limitations on attorney which otherwise may be allowed by law.

Section 3.23. Resident shall mean the legal occupant of any [Jot. The term "Resident" shall include the Owner of the Lot or any tenant, lessee, or licensee of the Owner.

Section 3.24. Restrictions or Covenants shall mean to the terms, conditions, restrictions, and protective covenants set Ibrth in this Consolidated Amended and Restated Declaration. All covenants constitute "covenants running with the land" and shall run perpetually unless term inated or amended as provided in this Consolidated Amended and Restated Declaration and shall be binding on all Owners.

ARTICLE 4

Common Elements

Section 4. 1. Common Elements. Common Elements include all parts of the Planned Community located outside the boundaries of the respective Lots and include any real estate, both improved and unimproved, within the Planned Community owned or leased by the Association and as defined by Section 3.7 of this Consolidated Amended and Restated Declaration. By way of illustration but not limitation, Common Elements include real property often called common areas, facilities, and amenities.

Section 4.2. Use of Common Elements. Each Lot Owner shall have the right to use the Common Elements in accordance with the purposes for which they are intended without hindering the exercise of or encroaching upon the rights ofother Lot Owners. The Board shall, if any question arises, determine the purpose for which a part of the Common Elements is intended for use. Any Lot Owner may' delegate, in accordance with the provisions of this Consolidated Amended and

7

Restated Declaration, the Bylaws and reasonable Rules and Regulations promulgated by the Board, the right to use the Common Elements to immediate family members living on the Lot, to a limited number of guests, or to tenants who reside on the Lot. The Lot Owner's right to use the Common Element s shall be subject to the following:

(a)The right of the Association to promulgate and enforce all reasonable regulations governing the use of the Common Areas to ensure the safety and rights of all Owners:

(b)The right of the Association to suspend the right to use the Common Areas by any Owner for a period during which any' assessment against his Lot remains unpaid and for a period not to exceed sixty (60) days for any infraction of its published rules and regulations;

(c)The right of the Association to grant utility, drainage, or other easements across the Common Areas;

(d)Any Owner who rents or leases his Lot to a tenant shall not be entitled to use and enjoy the Common Areas during the period of the tenancy, but the right to use and enjoy such shall inure to the tenant.

Section 4.3. Restriction on Transfer of Common Elements. The Association shall not seek to abandon, partition, subdivide, encumber, sell, or any portion of the Common Elements, without the written approval of owners of Lots totaling eighty percent (80%) of the members of the Association. The granting of easements for public utilities or other public purposes consistent with the intended use of the Common Elements shall not be deemed a translu- within the meaning ofthis paragraph.

ARTICLE 5

Use Restrictions and Purposes

Section 5.1. Residential Use. All Lots shall be used solely Ibr single-family residential purposes. Only one fämily may occupy a Lot as a residence at any one time. No building shall be erected, altered, placed, or permitted to remain on any Lot other than one detached single-family dwelling which shall contain no less than 1,200 square of fully enclosed heated floor area on the main floor at ground level exclusive ofbasements, carports, or porches. [fthe dwell ing consists of two (2) or more stories, it shall have a minimum of nine hundred sixty (960) square of fully enclosed heated floor area on the main floor, exclusive of' basements. carports. or porches. No building shall exceed two (2) stories in height, unless due to the nature of the terrain on any given Lot, a dwelling exceeding two (2) stories would be logical and desirable. Any improvements exceeding the two (2) story limitation must first be approved in writing by the ACC. As used herein, the term "basement" shall mean one (l ) story of a dwelling which is at least partially below the surface of the ground, and which is not used as a living space.

No business or any activity' normally conducted as a business may be carried on upon any Lot or within any' improvement located thereon. This restriction shall not be construed so as to disallow private home offices so long as the use of such office does not generate pedestrian or vehicular traffic.

Section 5.2. Accessory Building. One small accessory building shall be allowed. which may include a garage or servant's quarters, or a combination thereof. Such accessory' building may not be constructed prior to the construction of the main dwelling.

Section 5.3. Guest Facilities and Rentals. Guest facilities, without a kitchen, may be included as a part of the main dwelling or of the accessory building. Such guest facility, whether located within the main dwelling or the accessory building may not be rented separately, but must

8

be leased as a part of, the entire premises, including the main dwelling.

Section 5.4. Prohibited Structures. No motor vehicles or structures of a temporary character, including but not limited to any trailer, tractor trailer, single-wide or double-wide mobile home/manufactured home, basement, tent, shack, garage, carport or other outbuilding on a Lot shall be, at any time, used as a residence, either temporarily or permanently, nor shall any residence be moved onto a Lot within the Subdivision.

Section 5.5. Subdivision of Lot. No Lot in the Subdivision shall be re-subdivided so as to create an additional building Lot. Neither shall any lot be combined with another lot so as to reduce the number of Lots shown on any recorded plat.

Section 5.6. Fences, Retaining Walls, Hardscape or Shrubbery Borders. No retaining wall, hardscape or shrubbery borders shall be constructed, erected, placed, maintained, or altered on any Lot without approval by the ACC as to location. height, and materials prior to erection and in accordance with the Architectural Guidelines.

Section 5.7. Cutting of Trees. No living tree greater than six inches (6") in diameter as measured from the base of said tree, shall be cut without the express written permission of the ACC.

Section 5.8. Parking. There shall be provided upon each individual Lot, sufficient space for the oft:street parking of two (2) automobiles, which spaces shall be constructed and designed for that purpose and available for use prior to the occupancy of any structure erected on said Lot för residential purposes. No vehicles of any type may, at any time, be parked on the lawn or any other grassed or wooded area, either within the right of way of any road adjoining the lot.

Section 5.9. Vehicle Restrictions. No disabled, abandoned, or unlicensed vehicles shall be permitted on any Lot, nor shall any vehicle be stored thereon, nor shall any repairs be permitted upon any vehicle parked upon any Lot other than emergency repairs. No motorcycles, an-terrain vehicles (ATV's), side-by sides, or any other motorized two-wheel or four-wheel vehicles shall be allowed, other than licensed vehicles which are used exclusively for transportation purposes, and provided that they are operated within the Subdivision only upon platted roads. All vehicles kept and operated within the Subdivision shall have properly working mufflers. This restriction shall not apply to golf carts that are operated on Subdivision roads.

Section 5.10. Nuisances and Other Prohibitions. No nuisances shall be allowed within the Subdivision and no person shall engage in any use, practice, or activity, including but not limited to the existence of any plant, vegetation, poultry. pet, livestock or any device or thing of any sort upon such property which is noxious, offZ•nsive, or a source of annoyance to [,ot Owners or which reasonably interfu•es with the peaceful possession, enjoyment, and proper use of the property by any Lot Owner. All parts of the planned community shall be kept in a clean and sanitary condition and no fire hazard shall be allowed to exist. The Board, in its sole discretion, shall have the power and authority to decide what acts or actions constitute a nuisance, and. upon the provision of thirty (30) days • notice, may. but is not obligated to. enter upon the properties and take the necessary action to correct or remove the condition, and the cost thereof shall be assessed against the lot owner and collected as is thereinafter provided for the collection of assessments, including all cost of collection.

Section 5.1 1. Garbage and Refuse Disposal. No Lot shall be used or maintained as a dumping ground for rubbish, trash, garbage, or other waste and such shall not be kept outside except in sanitary containers. Such sanitary containers shall be placed in plain view only on the day garbage is to be collected and shall be otherwise be stored in a screened area not generally visible from the road or from adjoining residences.

Section 5.12. Fuel Tanks. No fuel tanks or other similar storage receptacles may be exposed to view. and such tanks or receptacles shall be buried underground or otherwise enclosed

9

so as to be hidden from view from any road and other lots.

Section 5.13. Private Wells and Septic Systems. No private wells may be drilled or maintained on any Lot which is serviced by the central water distribution system, each individual lot being required to be connected with the central water distribution sy•stem provided tor the entire development, nor shall any private septic system be installed on any Lot which is serviced by the central sewage system, each individual lot being required to be connected with the central sewage system.

Section 5.14. Hunting, Trapping and Discharge of Firearms. No hunting or trapping shall be permitted in the Subdivision. The discharge offirearms within Mill Creek Estates is strictly prohibited except for personal protection or in a life-threatening situation. The term "firearms' shall include BB guns, pellet guns and other firearms of all types regardless of size.

Section 5.15. Signs. No signs shall be placed on any Lot without the express written approval of the ACC except för an "Available" sign of reasonable size such as that typically used by real estate protZssionaIs.

Section 5.16. Livestock, Poultry and Other Animals. No animals, livestock, or poultry of any kind shall be raised, bred or kept on any Lot, other than a reasonable number of dogs and cats, provided that such household pets are not kept. bred. maintained. or housed för commercial purposes, and provided they do not become a nuisance or annoyance to any Lot Owner or Resident. Pets may run loose only within the boundaries of a Lot Owner's properly and otherwise must be on a leash. Lot Owners are required to clean up after their animals.

Section 5.17. Limitation of Access. With the exception of existing recorded easements, no part of a Lot or any part of the Subdivision shall be used for any access to any property which lies outside of the Subdivision. No other easements, rights of ways or rights of access shall be deeded, granted, or in any way given by any' Lot Owner to any other person through or over any Lot so as to permit any portion of a Lot or subdivision property to be used for access to or from any adjoining property. Access to Mill Creek Estates shall be restricted by way of a gate erected at the main entrance to the property. The Association shall have sole authority' over operation of the gate and shall set the hours during which the gate may' remain open. This restriction shall not apply to any easement or right-of-way that may subsequently be created tor emergency access to the subdivision, including but not limited to emergency vehicles such as those used by first responders (i.e., ambulances and tire trucks) or if the main road to the Subdivision is blocked such that ingress, egress or regress to the Subdivision is prohibited.

Section 5.1 8. Satellite Dishes, Aerials and Antennas. The Association shall allow reasonable installation and use of satellite dishes or antennas consistent with Federal Communications Commission (FCC) rules, guidelines, and procedures. Antennas and satellite dishes must be one meter or less in diameter. To the extent compatible with FCC regulations, a satellite dish or antenna should be installed on a Lot in such a manner as not to be visible from the street or from adjoining Lots. No other radio, television or other aerial antenna, tower or other transmitting or receiving structure or support shall be erected, installed, placed, or maintained on any Lot.

Section 5.19. Solar Panels. Upon ACC approval. the Association shall allow reasonable use of solar panels, solar collectors, and other energy conservation equipment consistent with Federal and North Carolina law. Whenever practicable, installation of solar panels or collectors should be placed on the rear of the home. If at all practicable, free-standing solar panels must be inconspicuous as possible and must be screened so that they are not visible from the street.

10

ARTICLE 6

Architectural Review and Control

Section 6.1. Architectural Control Committee. The Board shall carry out the functions of architectural review and control. The Board may, but is not required, to appoint an Architectural Control Committee (ACC) to conduct architectural review and control. The ACC shall be composed ofmembers of the Association and may include Board members.

Section 6.2. Architectural Review. No building, fence, wall or other structure or planting or major landscaping, including but not limited to the cutting and clearing of any vegetation from any Lot (excluding annuals or small plantings) shall be commenced, erected or maintained upon the Lots, nor shall any exterior addition to or change or alteration therein, including. without limitation, any planting or major landscaping, be made until the plans and specifications showing the nature, kind, shape, height, materials and location of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Association. All proposed plans and specifications shall be submitted to the Board, or, alternatively, to the ACC or to the Board who shall approve or disapprove such design and location within thirty (30) days after said plans and specifications have been submitted to it by the Lot Owner, and the Board does hereby delegate its authority to approve or disapprove such plans and specifications, utilizing in whole or in part, the standards promulgated in the Architectural Committee Standards for Design and Construction as retu•enced in Section 6.4, below. If such plans are not disapproved within said thirty (30) day period, they shall be deemed to have been approved. In passing upon such plans, the ACC or the Board may take into consideration the suitability and desirability of the proposed construction and the proposed materials to the Lot involved. The ACC or Board may base approval or disapproval of the plans and specifications on any grounds including purely aesthetic consideration, but approval shall not be unreasonably withheld. No alterations in the external appearance of any structure shall be made without approval by the Association as provided herein.

Section 6.3. Time of Completion. All construction, and clean-up of any debris resulting from said construction must be completed within one (l ) year after it is commenced. except where such completion is delayed by external factors such as strikes, tires, national emergencies, or natural calamities. The ACC or Board may shorten or increase the required time of completion, taking into consideration the scope of the work and the external factors involved as described herein.

Section 6.4. Architectural Committee Standards for Design and Construction. In addition to the requirements contained in this Consolidated Amended and Restated Declaration, the ACC or the Board may establish additional standards and guidelines, to be published in a document with a title substantially similar to "Architectural Committee Standards for Design and Construction" that shall be considered in the approval or denial of any submission, per the requirements of Section 6.2, above.

Section 6.5. Limitation of the Association's Liability. Neither the Board, the Association nor any representative(s) thereof, nor its or their successors or assigns. shall be liable in damages to anyone submitting specifications for approval, or to any Lot Owner, by reason of any mistake in judgment, negligence or nonfeasance arising out of or in connection with the approval, disapproval or failure to approve any such plans and specifications. Every person, corporation, partnership or organization which submits plans and specifications to the Board or the Association for approval agrees, by such act, and every Lot Owner agrees by acquiring title to any Site or an interest therein, that it will not bring any action. proceeding or suit against the Board, the Association or any representative to recover any such damages. The Board and Association's approval of any plans, specifications, landscaping or elevations or any other approvals or consents are given solely to protect and preserve the appearance of the Property. and shall not be deemed a warranty, representation or covenant that the proposed work complies with any applicable laws. rules or regulations or any' standard of due care regarding structural design.

11

ARTICLE 7

Easements, Rights of Ways, Utilities

Section 7.1. Easements of Association. There shall exist the tbllowing easements from each Lot Owner to the Association for the benefit of the Association and each other Lot Owner (as the case may be):

(a)Easements through the common elements for ingress and egress for all persons making use of such common elements in accordance with the terms of the Documents; and

(b) Easements through the Lots, and common elements for maintenance, repair, and replacement of the common elements. Use of these easements, however. för access to the Lots shall be limited to reasonable hours, except that access may be had at any time in case of emergency; and

(c)Easements through the Lots and through the common elements for all facilities för the furnishing of utility services, which ficilities shall include, but not be limited to, conduits, drainage, plumbing, and wiring.

Section 7.2. Utility Easements. There is hereby created a blanket easement upon, across. over and under all the Planned Community for ingress, egress, installation, replacing, repairing. and maintaining all utilities, including, but not limited to, water, sewers, storm drainage and storm water collection facilities, gas, telephones, and electricity. An easement is further granted to all police. fire protection, ambulance, and all similar persons to enter upon the common elements in the performance of their duties. Further. an easement is hereby granted to the Association, its respective officers, agents, and employees, and to any management company selected by the Association to enter in or to cross over the common elements provided for herein. Notwithstanding anything to the contrary contained in this paragraph, no sewers, drains, electrical lines, water lines, or other utilities may be installed or relocated on said property except as approved by the Board. Should any utility company furnishing a service covered by the general easement herein provided request a specific easement by separate recordable document, the Board shall have the right to grant such easement on said property without conflicting with the terms hereof. The easements provided for in this Article shall in no way afTect any other recorded easement on the Planned Community.

Section 7.3. Other Easements. Any other easement shown on any recorded plat of the Subdivision.

ARTICLE 8

Assessments and Collection of Common Expenses

Section 8. I . Creation of the Lien and Personal Obligation of Assessments. Each Owner of any Lot by acceptance of a deed thereof, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association from time-to-time as hereinafter provided: I ) annual assessments or charges; and 2) special assessments for capital improvements and/or other purposes. The annual and special assessments, together with interest, costs, and reasonable attorney's fees, shall be a charge on the land as set forth in the provisions of Section 47F-3-1 16 or the Act and shall be a continuing lien upon the Lot against which each assessment is made. Each Lot Owner shall pay a pro-rata share of the Common Expenses, defined and delineated in Section 3.8 of this Consolidated Amended and Restated Declaration s expenditures made by or financial liabilities incurred (Or the operation of or connected in any way with the administration of the Subdivision. Such pro-rata annual and special assessment shall be paid by each Lot Owner irrespective of whether the Lot Owner has constructed a dwelling or any other improvement on the Lot.

12

Section 8.2. Purpose of Assessments. The assessments för common expenses as described in Section 47F-3-1 15 of the Act and as otherwise provided för in the Documents shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and occupants of Lots in the Planned Community as may be more specifically authorized from time-to-time by the Board.

Section 8.3. Computation of Operating Budget and Annual Assessment. It shall be the duty of the Board to prepare a budget covering the estimated costs of operating the Planned Community during the coming fiscal year and amounts necessary to provide working capital, a general operating reserve, and reserves for contingencies and replacements. The Board shall cause the budget and the annual assessments to be levied against each Lot for the coming fiscal year. Within thirty (30) days after adoption of any proposed budget for the planned community, the Board shall provide to all the Lot Owners a summary of the budget and a notice of the meeting to consider ratification of the budget, including a statement that the budget may be ratified without a quorum. The Board shall set a date for a meeting of the Lot Owners to consider ratification of the budget, such meeting to be held not less than ten (10) not more than sixty (60) days after mailing of the summary and notice. There shall be no requirement that a quorum be present at the meeting. The budget and the assessment established therefrom is ratified unless at the meeting a mgjority of all the Lot Owners in the association rejects the budget. Notwithstanding the foregoing, however, in the event that the membership rejects the proposed budget, or the Board fails for any reason to so determine the budget for the succeeding year, then and until such time as a budget shall have been determined, as provided herein, the budget in effect for the current year shall continue för the succeeding year.

Section 8.4. Capital Budget and Contribution. The Board shall annually prepare a capital budget which shall take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost. The Board may set the required capital contribution, if any, in an amount sufficient to meet the projected capital needs of the Association, as shown on the capital budget. with respect both to amount and timing by equal annual assessments over the period of the budget. The capital contribution required may be fixed by the Board and included within the budget and assessment as provided in Section 8.3 ofthis Article. A copy ofthe capital budget shall be distributed to each member in the sarne manner as the operating budget.

Section 8.5. Personal Liability of Lot Owners. The Owner of a Lot at the time any common expense assessment or portion thereof is due and payable is personally liable for such assessment, for any interest, if applicable, and for all costs of collection including, but not limited to, reasonable attorney's fees actually incurred. In addition to lien rights described in Section 8. I above, the Association has the right to bring a separate collection action to enförce the personal liability of Lot Owners to pay assessments.

The grantee(s) of a Lot shall be jointly' and severally liable with the grantor Owner för all unpaid assessments against the latter for his or her proportionate share of the common expenses up to the time of the grant or conveyance, without prejudice to the grantee's right to recover from the grantor the amounts paid by the grantee therefor.

Section 8.6. Due Dates of Annual Assessments. Assessments shall be paid in such manner and on such dates as may be fixed by the Board in its discretion. Unless otherwise provided, the annual assessment installment payments shall be late and the Lot ()wner in default if not paid on or before the tenth (1 0th) day such installment becomes due.

Section 8.7. Acceleration. If a Lot Owner is in default in payr ment of any' assessment or charge, including, but not limited to, the regular installments of the annual assessment based on the budget, the Board may accelerate the remaining balance of the annual assessment, including regular installments based on the budget, special assessments, and specific assessments. upon ten

13

(10) days written notice to such Lot Owner, whereupon the entire unpaid balance shall become due and payable upon the date stated in such notice.

Section 8.8. Special Assessments.

(a) If the annual assessment proves inadequate for any year or in the event of emergency. the Board may at any time levy a special assessment against all Lot ()wners.

(b) The Board may levy special assessments for capital improvements upon the common elements and for such other matters as the Association shall determine: provided, however, prior to becoming any such special assessment shall be approved by the affirmative vote of sixty seven percent (67%) of all the Lot Owners at a special rneeting of the Association duly called [Or that purpose.

Section 8.9. Assessment Roll and Certificate. All assessments shall be set forth upon a roll of the Lots which shall be available in the office of the Association för inspection at all reasonable times by members and Security Holders. and their duly authorized representatives. Such roll shall include, for each Lot, the name and address of the member or members. all assessments levied, and the amount of all assessments unpaid. The Association, upon written request, shall furnish to a Lot Owner, or his authorized agent, a recordable certificate setting forth the amount of unpaid assessments currently levied against his Lot. The certificate shall be fUrnished within fourteen (14) business days after receipt of the request and shall be binding upon the Association and all Lot Owners. For such certificate, a reasonable fee may be charged by the Board.

Section 8.10. Effect of Nonpayment of Assessment; Remedies of the Association. Any assessment which is not paid when due shall be delinquent and shall bear interest from the date of delinquency at the rate of eighteen (18%) percent per annum. Any assessment attributable to a Lot which remains unpaid for a period of thirty (30) days or longer shall constitute a lien on that Lot when a claim of lien is filed of record in the Office of the Clerk of Superior Court in Transylvania County, North Carolina. Once filed, a claim of lien secures all sums due the Association through the date filed and any sums due to the Association thereafter. Fees, charges, late charges, and other charges imposed pursuant to N.C.G.S. 47F-3-102, 47F-3-107. 47F-3-107.l, and 47F-3-1 15 are subject to the claim of lien under this Section as well as any other sums due and payable to the Association under the Declaration or as the result of an arbitration, mediation, or judicial decision.

No Lot Owner may escape liability for any assessment through non-use of the Common Elements or through abandonment of his property. The obligation of a Lot Owner for delinquent assessments shall pass to his successors or assigns in title unless expressly excused by the Association, except that such personal obligation shall not pass to mortgagees or trustees under Deeds of Trust of such successor Owner or assignee. After notice and opportunity to be heard, the Association shall also be entitled to suspend the right of a defaulting Lot Owner to use the Common Property, until the delinquency' is cured.

The Association may bring an action against the Lot Owner personally obligated to pay such assessment or may foreclose the lien created herein in the same manner prescribed by the laws of the State of North Carolina for foreclosure of deeds of trust. Costs, interest, and reasonable attorney's fees as hereinabove provided shall be added to the amount of such assessment.

Section 8.1 1. Interest, Late Charges and Payments. In accordance with N.C. Gen. Stat. 47F-3-1 15(b), the Association hereby establishes that any past due common expense assessment or installment thereof, past due special assessments, fines, or other past due charges shall bear interest at the rate not to exceed eighteen percent (18%) per year.

14

The Board shall set a late charge to be assessed against Lot Owners för late payment of any common ex'pense assessments or installment thereof, special assessments, fines, or any other charges not to exceed the greater oftwenty dollars ($20.00) per month or ten percent ( 1 0%) of any assessment installment unpaid.

Any payments received by the Association in the discharge of a Lot Owner's obligation may be applied to the oldest balance due.

Section 8.12. Allocation of Common Surplus. Any surplus funds of the Association remaining after payment of or provision för common expenses and any prepayments shall be retained in the general operating funds or long-range fund of the Association, in the sole discretion of the Board, and no such surplus funds shall be paid to Lot ()wners nor shall such surplus iünds be used as a credit to reduce future common expense assessments.

ARTICLE 9

Insurance

Section 9.1. Coverage. To the extent reasonably available, the Board shall obtain and maintain insurance coverage as a common expense in accordance with Section 47F-3-1 13 of the Act and as set forth in this Article. If such insurance is not reasonablv available, and the Board determines that any insurance described herein will not be maintained, the Board shall cause notice of that fict to be hand-delivered or sent prepaid by United States mail to all Lot Owners at their respective last known addresses.

Section 9.2. Liability Insurance. The Association shall maintain liability insurance in reasonable amounts covering all occurrences commonly insured against för death, bodily injury, and property damage rising out of or in connection with the use, ownership, or maintenance of the common elements and covering the Association, the Board, Officers, and all agents and employees of the Association and all Lot Owners and persons entitled to occupy any Lot or other portion of the Planned Community.

If such insurance is not reasonably available, and the Board determines that any insurance described herein will not be maintained, the Board shall cause notice of that Fact to be handdelivered or sent prepaid by' United States mail to all Lot Owners at their respective last known addresses.

Section 9.3. Policy Requirements. In accordance with Section 47F-3-1 13(c) of the Act. the insurance policies carried in accordance with Section 9. I and 9.2 above must provide that:

(a)Each Lot Owner is an insured person under the policy' to the extent of the Lot Owner's insurable interest;

(b) The insurer waives its right of subrogation under the policy against any Lot Owner or members of the Lot Owneös household',

(c)No act or omission by any Lot Owner, unless acting within the scope of his or her authority on behalf of the Association, will preclude recovery under the policy; and

(d) If. at the time of a loss under the policy, there is other insurance in the name of a Lot Owner covering the same risk covered by the policy, the Association's policy provides primary insurance.

Section 9.4. Association as Trustee. All such insurance coverage shall be written in the name of the Association as trustee for itself, each of the Lot Owners, and the mortgagees of Lot Owners, if any. The proceeds from property and casualty insurance claims shall be payable to the

Association as trustee för all Lot Owners and mortgagees of Lot Owners. It shall be the duty ofthe 15

Board at least annually to conduct an insurance review to determine that the policies in force are adequate to meet the risks of the Association. Such a responsibility may be performed and shall be deemed reasonably perförmed by the Board requesting the Association's insurance agent to verify insurance policies in existence to meet the needs of the Association. All insurance shall run to the benefit of the Association, the respective Lot Owners, and their respective mortgagees as their interests may appear. Policies may contain reasonable deductibles, and the amount thereof shall be added to the face amount of the policies in determining the amount of coverage.

Section 9.5. Other Insurance. The Board shall obtain as a common expense:

(a)Worker's Compensation Insurance if and to the extent necessary' to meet the requirements of North Carolina law;

(b) Officers and Directors Liability Insurance in such amount as the Board may determine.

Such insurance shall contain a cross liability endorsement;

(c)Such other insurance as the Board may' determine to be necessary.

ARTICLE 10

Association of Lot Owners

Section 10.1. Association Authority. The Association shall manage and administer the Planned Community and shall have all powers and duties granted to it in the Act and the Documents.

Section 10.2. Association Membership. All Lot Owners by virtue of their ownership of a Lot in the Planned Community are members of the Mill Creek Estates Property Owners' Association, Inc. and shall be entitled to vote on all matters upon which members of the Association are entitled to vote pursuant to the Documents. Subject to the provisions of the Act and the Documents, such Lot Owners shall be entitled to one (l ) vote for each Lot in which they hold the interest required for membership.

Section 10.3. Powers and Duties. Pursuant to Section 47F-3-102 of the Act, and acting by and through its Board and/or its membership in accordance with the provisions of the Documents, the Association shall have the iöllowing powers and duties necessary för the administration of the affäirs of the Planned Community which shall include, but not be limited to, the following:

a)Adopt and amend bylaws and rules and regulations:

b)Adopt and amend budgets for revenues, expenditures, and reserves and collect assessments for common expenses from Lot Owners;

c)Hire and discharge managing agents and other employees. agents, and independent contractors;

d)Institute, defend, or intervene in litigation or administrative proceedings on matters the Planned Community

e)Make contracts and incur liabilities;

f)Regulate the use, maintenance, repair, replacement, and modification of common elements;

g)Cause additional improvements to be made as a part of the common elements:

16

h)Acquire, hold, encumber, and convey in its own name any right, title. or interest to real or personal property, provided that Common Elements may be conveyed or subjected to a security interest only pursuant to Section 47F-3-1 12 of the Act:

i)Grant easements, leases, licenses, and concessions through or over the common elements; impose and receive any payments, fees, or charges for the use, rental, or operation of the common elements and för services provided to Lot Owners:

j)Impose reasonable charges for late payment of assessments, not to exceed the greater of twenty dollars ($20.00) per month or ten percent ( 10%) of any assessment installment unpaid and, after notice and an opportunity to be heard. suspend privileges or services provided by the Association (except rights of access to Lots) during any period that assessments or other amounts due and owing to the Association remain unpaid for a period of thirty (30) day'S or longer;

k)After notice and an opportunity to be heard, impose reasonable tines, or suspend privileges or services provided by the Association (except rights of access to Lots) för reasonable periods for violations of the declaration. bylaws, and rules and regulations of the Association.

l)Impose reasonable charges in connection with the preparation and recordation of documents, including, without limitation, amendments to the Consolidated Amended and Restated Declaration or statements of unpaid assessments;

m)Provide for the indemnification of and maintain liability insurance för its officers.

Board, directors, employees, and agents:

n)Assign its right to fUture income, including the right to receive common expense assessments;

o)Exercise all other powers that may be exercised in this State by legal entities of the same type as the Association; and

p)Exercise any other powers necessary' and proper tör the governance and operation of the Association.

q)The Association may assign its future income, including its right to receive and collect common expense assessments. only by the affirmative vote of Owners of Lots to which at least a majority of the votes in the Association are allocated at a meeting called för that purpose.

ARTICLE 11

Maintenance Responsibilities

Section 1 1.1. By the Association. The Association shall maintain and keep in good repair, as a common expense. all Common Elements.

Section 1 1.2. By the Lot Owner. Every Lot Owner shall maintain, repair, and replace at his expense all portions of his home located on the Lot and shall prevent the development of any unclean, unkempt, or unsightly conditions. Each Lot Owner shall maintain. repair. and replace, when necessary, all damage to his residence and any other permanent structures located on the Lot unless the Association or its insurance coverage is responsible för remedying any such damage. Lawns shall be seeded and mowed, shrubbery trimmed, and all appropriate exterior surfaces painted, all in a manner and with such frequency as is consistent with good property management.

All damages to the Common Elements intentionally or negligently caused by a Lot Owner, his family, guests, invitees, agents, servants, lessees, employees, or contractors shall be repaired promptly by such Lot Owner, except to the extent such damage is covered by hazard insurance required to be maintained by the Association, in which case the Association waives its right of indemnity to the extent of funds received and paid pursuant to said insurance policy. If the Lot Owner defaults in his obligations herein and if any such default is not cured by him within fifteen (15) days from written demand by the Association, the same may be cured by the Association and the cost thereofshall be assessed against the Lot owned by the subject Lot Owner. The Lot ()wners shall be responsible for maintenance and repair to all utilities and services to the Lots.

Section I I .3. Restrictions on Lot Owners. No Lot Owner shall perförm or cause to be performed any maintenance, repair, or replacement work upon his Lot which disturbs the rights of' the other Lot Owners or jeopardizes the soundness or the satuy of the Common Elements. If the Lot Owner shall cause any work so performed on the Lot, which in the sole opinion of the Board violates the terms of this paragraph. it shall be immediately corrected, and the Lot Owner shall refrain from recommencing or continuing any such work without written consent ofthe Board. A Lot Owner shall not repair, alter, replace, or move any of the Common Elements without the prior written consent of the Board.

Section 1 1.4. Responsibility for Damages. In accordance with Section 47 F-3- 107 of the Act, if damage for which a Lot Owner is legally responsible and which is not covered by insurance provided by the Association is inflicted on any common element or the property of another Lot Owner, the Association may direct such Lot Owner to repair such damage or the Association may itself cause the repairs to be made and recover the costs thereof from the responsible Lot Owner.

Section 1 1.5. Insurance Deductibles. If maintenance is required as a result of an insured loss, the amount of the deductible shall be paid by the Association. If such maintenance is caused by the act or omission of a Lot Owner, or his or her inamediate tämily member(s), guest(s), tenant(s), or lessee(s), then the Lot Owner will be assessed and shall pay the amount of the deductible.

ARTICLE 12

Enforcement Powers

Section 12. l . Rules Making Authority. The Planned Community shall be used only for those uses and purposes set out in the Declaration and Bylaws. The Board shall have the authority to make, modify, repeal, and to enforce reasonable Rules and Regulations governing the conduct, use, and enjoyment of Lots and the common elements, so long as copies of all such Rules and Regulations are fürnished to all Lot Owners; provided, however, any Rule or Regulation may be repealed by the affirmative vote or written agreement of a mqiority of the total Association vote at an annual or special meeting. No rule or regulation shall be in conflict with either the Declaration or the Bylaws.

Section 12.2. Defaults and Remedies. Enforcement of the agreements contained in this Consolidated Amended and Restated Declaration shall be by any proceeding at law or equity against any person or persons violating or attempting to violate or circumvent any provision herein contained, either to restrain or enjoin violations or to recover damages. The remedies granted and reserved herein are distinct, cumulative remedies and the exercise of any of them shall not be deemed to exclude the rights of other property owners to exercise any or all of the other remedies or those which may be permitted by law or equity,

Section 12.3. Fining Powers. Pursuant to Sections 47F-3-102(a)(l l ) and 47F-3-107.l of' the Act, after notice and an opportunity to be heard, the Board shall have the power to impose fines in an amount not to exceed One Hundred Dollars ($1()0.0()) per violation, such amount to be

18

assessed per day for a continuing violation, tor any violation of any duty imposed under the Act, the Declaration, Bylaws, or Rules and Regulations duly adopted pursuant thereto against Lot Owners or occupants, which fine(s) shall constitute an assessment against the Lot in accordance with Article 8 hereof, and become a personal obligation of the Lot Owner, and a lien upon the property; to suspend a Lot Owner's or occupant's right to use the common elements; and to suspend a Lot ()wner's right to vote. The failure of the Board to enforce any provision of the Act, Declaration, Bylaws. or Rules and Regulations, shall not be deemed a waiver of the right of the Board to do so thereafter. Additionally, Lot Owners waive and release any detulse that enforcement is or may be selective.

Section 12.4. Abatement and Enjoinment of Violations. In addition to any other remedies provided for herein, the Association through the Board shall have the power to enter upon a Lot or any portion of the common elements to abate or remove any erection, thing, or condition which violates the Declaration, Bylaws, or Rules and Regulations. Unless an emergency situation exists, the Board shall give the violating Lot Owner ten (10) days written notice of its intent to exercise such abatement and an opportunity to be heard. All costs of abatement, including reasonable attorney's fees actually incurred, shall be assessed against the violating Lot Owner, and shall be collected as provided for herein for the collection of assessments.

Section 12.5. Recovery of Attorney Fees and Costs. In any proceeding arising because of an alleged default by a member, the prevailing party shall be entitled to recover the costs of such proceeding and such reasonable attorney's fees and may be allowed by the court, with interest thereon at the highest rate allowed by law at the time the costs are incurred, from the dates such costs are uncured until paid.

Section 12.6. Nonwaiver of Covenants. The failure of the Association or any member thereof to enforce any term, provision, right, covenant or condition that may be granted by this Consolidated Amended and Restated Declaration, the Bylaws, the Articles of Incorporation, the rules and regulation or the Act, as the same may from time to time be amended, shall not constitute a waiver or abrogation of the right of the Association or a member to enforce such term, provision. right, covenant, or condition in the future, irrespective of the number of violations or breaches thereof that may have occurred.

ARTICLE 13

Enforcement Procedu res

In accordance with Section 47F-3-107.l of the Act. the Board shall not impose a fine or charge for damages against a Lot Owner or suspend a L,ot Owner's planned community privileges or services unless and until the föllowing procedure is föllowed:

Section 13.1 . Notice. If it appears that a Lot Owner is in violation of the Declaration. Bylaws, or Rules and Regulations, the Board shall give the violator written notice of the alleged violation. This notice shall state: (i) the nature of the alleged violation; (ii) the date, time and location that the violator will have the opportunity to be heard to explain why the Lot Owner is not in violation of the Declaration, Bylaws, or Rules and Regulations: (iii) that any statements. evidence and witnesses may be produced by the violator at the hearing; and (iv) that the Lot Owner has the right to be represented by an attorney at the hearing.

Section 13.2. Hearing. The hearing shall be held before the Board and the violator shall be given a reasonable opportunity to be heard. If' it is decided that a fine should be imposed, a fine not to exceed one hundred dollars ($100.00) may be imposed for the violation and without further hearing, for each day more than five days after the decision that the violation occurs. Such fines shall be assessments secured by' liens under G.S. 47F-3-1 16. If it is decided that a suspension or planned community privileges or services should be imposed, the suspension may be continued

19

without further hearing until the violation or delinquency is cured. The Board shall render its Final Decision to the Lot Owner regarding imposition of the fine or suspension of planned community privileges or services. Charges for late payments under Article 8 of the Declaration are not to be regarded as fines that warrant a hearing under this section.

ARTICLE 14

Amendment

This Consolidated Amended and Restated Declaration may be amended only by affirmative vote of, or written agreement signed by Lot Owners of Lots to which at least Sixty Seven Percent (67%) of the votes in the Association are allocated. The procedure far amendment shall föllow the procedure set forth in Section 47F-2-1 17 of the Act. No amendment shall become etTective until recorded in the office of the Register of Deeds of Transylvania County, North Carolina.

ARTICLE 15

Condemnation

[f part or all of the Planned Community is taken by any power having the authority of eminent domain, all compensation, and damages for and on account of the taking shall be payable in accordance with Section 47F-l-107 of the Act.

ARTICLE 16

Termination

Termination of the Planned Community shall be accomplished only in accordance with Section 47F-2-1 18 of the Act.

ARTICLE 17

Miscellaneous Provisions

Section 17.1. Captions. The captions used in this Consolidated Amended and Restated Declaration are for convenience and reference only and the words contained therein shall not be held to expand, modify, or aid in the interpretation, construction or meaning of this Consolidated Amended and Restated Declaration.

Section 17.2. Gender. The use of the masculine gender refers to the funinine and neuter genders and the use of the singular includes the plural, and vice versa, whenever the context of the Documents so requires.

Section 17.3. Waiver. No provisions contained in the Documents is abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur.

Section 17.4. Invalidation and Severability. The invalidity of any provision of the Documents does not impair or affect in any manner the validity, enforceability, or effect of the remainder. and in such event, all of the other provisions of the Documents shall continue in full force and effect.

Section 17.5. Conflict. This Consolidated Amended and Restated Declaration is intended to comply with the requirements of the Act and Chapter 55A of the North Carolina General Statutes. In the event of any conflict between the Consolidated Amended and Restated Declaration and the provisions of the statutes, the provisions of the statutes shall control. In the event of any

20

conflict between this Consolidated Amended and Restated Declaration and any other Document, this Declaration shall control.

[Rest of page left intentionally blank]

21

53.002

IN WITNESS WHEREOF, the undersigned officers of the Mill Creek Estates Property Owners' Association, Inc. certify that the above Consolidated Amended and Restated Declaration of Covenants for Brookside and Submission of the Real Property to the North Carolina Planned Community Act is duly adopted by the Association and its members and in accordance with the Act and the provisions of the Phase I Declaration, Phase [I Declaration, and Phase Ill Declaration ("Original Declarations").

MILL CREEK ESTATES PROPE

ATTEST:

STATE OF NORTH CAROLINA

COUNI'Y OF MACON

I, a Notary Public of the State and County aforesaid, do hereby certify that Jacob Campbell personally appeared beföre me this day and acknowledged that he is Secretary of the Mill Creek Estates Property Owners • Association, Inc.. a North Carolina nonprofit Corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by its President, sealed with its corporate seal and attested by him as its Secretary.

Notary' Public

My Commission Expires

PATTY C. MASON

NOTARY PUBLIC

MACON COUNTY, NORTH CAROLINA

My Commission Expires

MILL CREEK ESTATES PROPERTY OWNERS ASSOCIATION (MCEPOA)

RULES AND REGULATIONS

14 July 2025

AMENDED 1 AUGUST 2026

Per Article 12 of Consolidated, Amended, and Restated Declaration of Restrictive Covenants for Mill Creek Estates these Rules and Regulations for Mill Creek Estates are hereby adopted by the Board of Directors. Should any portion of these Rules and Regulations be deemed unenforceable by proper legal authority the remaining portions of these Rules and Regulations are not affected and remain totally in force.

1. Connection to Mill Creek Estates Water and Sewer Systems:

All Mill Creek Estates property owners as well as owners of properties physically located within the boundaries of Mill Creek Estates but not part of Mill Creek Estates have an easement for use of the Water and Sewer Systems. Every residence must have an individual water connection with a water meter purchased from MCEPOA and an individual sewer connection. A fee to connect to the Water and Sewer Systems must be paid by all users prior to connecting. The installation and cost of said connections is the responsibility of the property owner. Additional costs to the property owner in addition to installation charges include the purchase price of the water meter from Mill Creek Estates Property Owners Association (MCEPOA) and a connection fee of $750.00 for Water and $750.00 for Sewer. These fees are subject to change in the future as determined by the MCEPOA Board of Directors. These connection fees are to reimburse MCEPOA for future maintenance and repair costs to said systems.

2. Prohibited Vehicles:

No tractor trailer, boat trailer, cargo truck, vehicle over two axles, recreational vehicle, mobile home, manufactured home, enclosed trailer, or open utility trailer with more than one axle may be parked on any street or lot other than temporarily for loading and unloading. Temporary parking for loading or unloading is limited to three days without written permission from the Board of Directors on a case-by-case basis. Such written permission is to be prominently displayed on the vehicle.

3. New Mailboxes:

Owners of newly constructed residences will be charged a onetime fee of $150.00 for assignment of a mailbox at either of the two mailbox facilities at Mill Creek Estates.

4. Falling Trees:

Property owners will reimburse MCEPOA the cost of removing and disposing of a tree from their property falling upon common property in Mill Creek Estates.

5. Late Fees:

Late fees will be charged for any assessment, authorized charge (including water and sewer) or a fine not paid when due. Unpaid fees and late charges are subject to a lien being placed against the violator’s Mill Creek Estates Property.

6. Traffic Laws (Posted Speed Limits, Stop Signs, Yield Signs, and, Driver’s License):

Drivers of motor vehicles in Mill Creek Estates must carry a current state issued driver’s license. Traffic laws on and among the private roads within Mill Creek Estates are rules and regulations which are within the authority of Mill Creek Estates Property Owners Association to establish and enforce. Violations of these rules by moving vehicles may be detected via electronic means to include cameras and radar devices. Upon being cited for a traffic violation the driver must provide a copy of his/her driver’s license and address or be cited for an additional violation. The Mill Creek Estates Property Owners Board of Directors can issue fines of $100 per violation. Also, suspension of access to common areas which include water and sewer can be implemented should fines not be paid. Upon receipt of a traffic violation notification from the Board of Directors, the resident/property owner or other driver to include visitors and contractors will have five days to pay the fine or to notify the President of the Board of Directors to arrange a hearing before a panel. At the hearing the ticket recipient will have the opportunity to be heard to explain why the recipient is not in violation of the Covenants, Bylaws, or Rules and Regulations and to present any statements, evidence, and witnesses. The recipient has the right to be represented by an attorney at the hearing. The panel’s decision can be appealed to the full board within 15 days. If it is decided that a fine should be imposed, a fine not to exceed one hundred dollars ($100.00) may be imposed for each violation. Payment of that fine is due within five days or a suspension of access to specified common areas will be implemented immediately without further hearing. That suspension will remain in effect until payment of the fine is made. For other drivers who are not residents or property owners, access to Mill Creek Estates may be restricted and contractors will be placed upon a “Suspension List” provided to residents/property owners. Should the violating vehicle of a non-resident be parked on Mill Creek Estates property after the fine is due the vehicle is subject to having a wheel lock disabling device attached to it. Suspensions will remain in effect until fines are paid. The Board of Directors has the option, at its discrimination, to issue a warning in lieu of a ticket based upon alleviating factors. Such action will not be a waiver of the Board’s continuing authority to issue tickets

7. Late Water/Sewer Bill Payments:

In accordance with the authority established in the existing MCEPOA Governing Documents residents/property owners whose water bill payments are more than 30 days late will be subject to a termination of water service. Water/sewer service is associated with the specific property regardless of whose name is listed on the bill. Property owners are ultimately responsible for unpaid water/sewer charges incurred by renters or previous owners. A fee of $100 will be charged to the serviced property for the disconnection and an additional fee of $100 will be charged for the reconnection upon payment of all charges due. Service for a new resident will not be reconnected until all existing charges for water/sewer service to that property are paid.

Mill Creek Estates Property Owners Association

Policy for Board of Directors Code of Conduct

Preamble

Serving on the Board of Directors is a position of frust. Directors are expected to act with integrity, respect, and good faith, upholding the governing documents of the Association and the laws of the State of North Carolina. This Code of Conduct establishes shared expectations for how Directors work together and serve the community.

1. Respectful and Professional Conduct

Directors will treat one another, homeowners, management, and vendors with courtesy, professionalism, and respect at all times.

Directors will listen with openness, speak with honesty, and refrain from personal attacks, harassment, or hostile behavior.

Disagreements will focus on issues, not personalities.

2, Support for Board Decisions

Directors may express differing opinions during discussion, but once a vote is taken, all Directors agree to support the Board's decision.

Directors will not undermine Board actions or represent personal opinions as Board positions.

Only the President or a designated spokesperson may speak on behalf of the Board.

3. Confidentiality

Directors will maintain the confidentiality of: o Executive session discussions o Homeowner information o Legal advice o Sensitive or privileged materials

Confidential information will not be shared with homeowners, friends, family, or on social media.

4. Conflicts of Interest

Directors will disclose any actual or potential conflicts of interest.

Directors will recuse themselves from discussions or votes where a conflict exists. Directors will place the interests of the Association above personal, financial, or relational interests.

l l Pa g e

50 Adherence to Governing Documents & NC Law

Directors will uphold and enforce:

The Association's bylaws and covenants o Board-adopted policies o Applicable North Carolina statutes (including the NC Planned Community Act) Directors will act within the scope of their authority and avoid actions that exceed their role.

6, Meeting Conduct & Decision-Making

Directors will prepare for meetings by reviewing materials in advance.

Meetings will follow Robert's Rules of Order, Newly Revised (In Brief) as required by the bylaws.

Directors will:

Allow the chair to facilitate discussion o Avoid interrupting or dominating conversation o Keep debate orderly, focused, and respectful

Side conversations, texting during meetings, and disruptive behavior are not permitted.

7, Communication Standards

Directors will use established communication channels and will not give individual instructions to staff or vendors unless it is part of their assigned responsibilities or has been approved by the Board.

Directors will refrain from posting Board-related commentary on social media.

8, No Special Privileges

Directors will not use their position to secure special privileges, advantages, or services for themselves, friends, or family.

Directors will follow the same rules and processes as all homeowners.

9, Commitment to the Community's Best Interest

Directors will act in good faith, with due care, and in the best interest of the Association as a whole.

Directors will consider the long-term health, harmony, and financial stability of the community in all decisions.

Directors will model the behavior expected of community members.

10, Accountability

2 1 pa ge

Directors acknowledge that failure to adhere to this Code of Conduct may result in: o Verbal or written warning o Censure by the Board o Removal from officer roles o Other actions permitted by law and the governing documents

This Code does not limit the Board's authority under North Carolina law or the Association's bylaws.

Director Acknowledgment

"I have read, understand, and agree to abide by the Mill Creek Estates Property Owners

Association Board of Directors Code of Conduct."

Signature / Date 3///

Mill Creek Estates Property Owners Association (MCEPOA)Declaration of Policies and Procedures

The MCEPOA (the Association) Board of Directors (the Board) has the sole responsibility and authority to manage and operate all activities and functions of the Association. In keeping with the commonly recognized principles of leadership and management that authority can be delegated but responsibility cannot be delegated, the Board will retain responsibility for financial and administrative management by directly performing critical aspects thereof.

Among such aspects are obligating the Association (only the Board can enter/approve contracts), establish who may act in any matters and to what degree to represent the Board, manage self-determined critical aspects of financial and administrative affairs, enforce Governing Documents, establish Rules and Regulations. In exercising its authority, the Board will supervise and maintain on a continuing basis full decision authority over all activities related to the Association including those delegated to any degree to individual Board members or other persons or entities. The Board will independently determine and adjust on an ongoing basis the degree to which it authorizes other parties to assist in any matters.

Furthermore, the Board will maintain ultimate control of all management software, systems, and equipment owned by or leased, licensed or rented to MCEPOA despite permitting others to operate such. Because of the Board’s responsibility to the Association the Board must ensure that those items are immediately available to the Board should a person or entity granted access no longer be entitled to such or available or to ensure no one else is able to alter such items independently.

Financial Management

The Board is responsible to the Association for the proper management of all finances. As such an individual member of the Board will be appointed by the Board to manage finances with assistance of whatever degree he/she requires as approved by the Board from contracted parties and/or other Board members.

Administrative Management

The Board is responsible to the Association for the proper management of all administrative affairs. Various administrative areas will be assigned to Board members for management. Such Board members may obtain assistance as required a approved by the board from contracted parties and/or other Board members.